SHARE PURCHASE AGREEMENT -...

DRAFT

SHARE PURCHASE AGREEMENT

September 2006

BAYERISCHE HYPO-UND VEREINSBANK AG

and

BANK AUSTRIA CREDITANSTALT AG

relating to the sale and purchase of part of the share capital of

Closed Joint Stock Company International Moscow Bank

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THIS AGREEMENT is made on 12 September 2006

BETWEEN:

(1) BAYERISCHE HYPO-UND VEREINSBANK AKTIENGESELLSCHAFT, a commercial bank

organised and existing under the laws of Germany, with registered number HRB42148, whose head

office is at Kardinal-Faulhaber Strasse 1, 80333 Munich, Germany (the “Seller”); and

(2) BANK AUSTRIA CREDITANSTALT AG, a stock corporation under Austrian law with its

corporate seat in Vienna and its business address in Vordere Zollamtsstrasse 13, 1030 Vienna,

Austria, registered with the Commercial Registry at the Commercial Court of Vienna under number

FN 150714p (the “Buyer”),

each a “Party” and together the “Parties”.

BACKGROUND:

(A) The Seller is entitled to sell 142,736 Common Shares (representing 52.88% of the Common Shares

and 46.84% of the total charter capital as at the date of this Agreement) of

Closed Joint Stock Company International Moscow Bank (the Company or IMB), a commercial

bank established as a closed joint stock company under the laws of the Russian Federation, whose

legal address is at 9 Prechistenskaya Emb, 119034 Moscow, Russian Federation.

(B) The Seller has entered into a conditional sale and purchase agreement with Nordea Bank Finland plc

(Nordea) under which the Seller has agreed to purchase 71,369 Common Shares in the Company

held by Nordea (such conditional sale and purchase agreement as amended from time to time (for the

avoidance of doubt, such amendment only to be made with the consent of the Buyer, not to be

unreasonably withheld or delayed) being the Nordea SPA).

(C) The Seller and Nordea also together have the right to purchase 12,978 Common Shares in the

Company in the proportions stated in the EBRD Put and Call Option Agreement, which Common

Shares in total represent 4.8% of the Common Shares and 4.26% of the total charter capital of the

Company as at the date of this Agreement (the Seller's rights pursuant to the EBRD Put and Call

Option Agreement being the Seller's EBRD Option). Nordea has agreed to transfer its rights under

the EBRD Put and Call Option Agreement to the Seller pursuant to the terms of the Nordea SPA

(Nordea's rights pursuant to the EBRD Put and Call Option Agreement being the Nordea EBRD

Option).

(D) It is currently envisaged that the Seller will enter into a put option agreement with BCEN (the BCEN

Put Option Agreement) in accordance with which BCEN will, inter alia, be entitled at any time in

the 24 months from the date of the BCEN Put Option Agreement to require the Seller to purchase

BCEN's existing shareholding in IMB, comprising 42,859 common shares and 17,391 preference

shares in the capital of IMB and all relevant associated rights (the Current BCEN Shares) together

with a further 22,529 common shares and 9,142 preference shares in the capital of IMB which it is

proposed that BCEN will subscribe for as part of a proposed capital increase and all relevant

associated rights (the BCEN Capital Increase Shares) (the Current BCEN Shares and the BCEN

Capital Increase Shares (to the extent a resolution has been passed for the issue of such BCEN

Capital Increase Shares) together being the BCEN Shares).

(E) The Seller wishes to sell and the Buyer wishes to purchase all of the shares described in Recital A,

together with any Capital Increase Shares issued to the Seller prior to Nordea Completion or the

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serving of the Nordea SPA Termination Notice (as defined below) (the Current Shares) and the

Seller wishes to transfer and the Buyer wishes to accept the transfer to it of the Seller's EBRD

Option, in each case free from any Encumbrance on the terms and conditions set out in this

Agreement (the Current Shares together with the Seller's EBRD Option being the Current

Tranche).

(F) Subject to the Nordea Completion and Completion in respect of the Current Tranche occurring, the

Seller wishes to sell and the Buyer wishes to purchase all of the shares described in Recital B,

including any Capital Increase Shares issued to Nordea prior to Nordea Completion (the Nordea

Shares) and the Seller wishes to transfer and the Buyer wishes to accept the transfer to it of the

Nordea EBRD Option, in each case free from any Encumbrance on the terms and subject to the

conditions set out in this Agreement (the Nordea Shares together with the Nordea EBRD Option

being the Nordea Tranche).

(G) Subject to Completion in respect of the Current Tranche occurring, the Seller wishes to transfer to

the Buyer, and the Buyer wishes to accept the transfer of, the BCEN Put Option Agreement (an

Ancillary Document under this Agreement). In the event that BCEN exercises its rights under the

BCEN Put Option Agreement, and the transfer to the Seller envisaged by such exercise has been

completed prior to transfer of the BCEN Put Option Agreement to the Buyer in accordance with this

Agreement, the Seller wishes to sell and the Buyer wishes to purchase the BCEN Shares free from

any Encumbrance on the terms and subject to the conditions set out in this Agreement (the BCEN

Tranche).

(H) Subject to Completion in respect of the Current Tranche occurring, the Seller wishes to transfer to

the Buyer, and the Buyer wishes to accept the transfer of, the EBRD Put and Call Option Agreement

(an Ancillary Document under this Agreement). In the event that a party to the EBRD Put and Call

Option Agreement exercises its rights under the EBRD Put and Call Option Agreement, and the

transfer to the Seller envisaged by such exercise has been completed prior to transfer of the EBRD

Put and Call Option Agreement to the Buyer in accordance with this Agreement, the Seller wishes to

sell and the Buyer wishes to purchase the EBRD Shares free from any Encumbrance on the terms

and subject to the conditions set out in this Agreement (the EBRD Tranche).

IT IS AGREED as follows:

1. DEFINITIONS

1.1 In this Agreement:

"2005 Dividend" means any dividend declared and paid by the Company to the

Seller after the Accounts Date, but before the date of this

Agreement and relating to the period before the Accounts Date;

“Accounts” means the latest audited financial statements of the Company as

of the Accounts Date;

"Accounting Standards" shall have the meaning given in Clause 6.1(b);

“Accounts Date” means 31 December 2005;

“AFMA” means the Austrian Financial Market Authority;

"Ancillary Documents" means each of the IMB Shareholders' Agreement, the EBRD

Put and Call Option Agreement, BCEN Agreement, FMO

Share Retention Agreement, DEG Share Retention Agreement,

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Finnish Fund Share Retention Agreement, EBRD Support

Agreement, Co-operation Agreement, the BCEN Put Option

Agreement and the Nordea SPA (if applicable);

"BCEN" means Banque Commerciale Pour L'Europe du Nord –

Eurobank;

"BCEN Agreement" means the agreement dated 21 April 2005 between BCEN,

Nordea and the Seller in relation to BCEN's shareholding in the

Company (and, if applicable, as subsequently amended and

novated);

"BCEN Capital Increase

Shares"

has the meaning given in Recital D;

"BCEN Put Option

Agreement"

has the meaning given to it in Recital D;

"BCEN Shares" has the meaning given to it in Recital D;

"BCEN Tranche" has the meaning given to it in Recital G;

"BCEN Tranche

Conditions"

means the conditions to the transfer of the BCEN Tranche set

out in Part 4 of Schedule 1;

“Business Day” means any day (other than a Saturday or Sunday) on which

retail banks are generally open for business in Vienna, Austria,

Munich, Germany and Moscow, Russian Federation;

"Business Warranty" shall have the meaning given in Clause 8.1(a)

“Capital Increase

Shares”

means any shares that are issued pursuant to a resolution of the

shareholders of the Company passed prior to Nordea

Completion;

“Capital Increase

Tranche”

means any Capital Increase Shares issued to the Seller after

Nordea Completion or the serving of the Nordea SPA

Termination Notice;

“Capital Increase

Tranche Conditions”

means the conditions to the transfer of the Capital Increase

Tranche set out in Part 3 of Schedule 1;

“CBRF” means the Central Bank of the Russian Federation;

"Common Shares" means the common shares in the capital of the Company having

a registration number 10200001B;

“Completion” means the completion of transfer any of the Current Tranche,

the Nordea Tranche, the BCEN Tranche, the EBRD Tranche

and/or the Capital Increase Tranche (as applicable) in

accordance with this Agreement, pursuant to the provisions of

Clause 5;

“Conditions” means the Current Tranche Conditions, the Nordea Tranche

Conditions, the BCEN Tranche Conditions (where applicable),

the EBRD Tranche Conditions (where applicable) and the

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Capital Increase Tranche Conditions, (where applicable) set out

in Schedule 1;

“Co-operation

Agreement”

means the co-operation agreement between the Seller and

Nordea dated 3 October 2004, as amended by an amendment

agreement dated 21 April 2005;

“Current Shares” shall have the meaning given in Recital E;

“Current Tranche” shall have the meaning given in Recital E;

“Current Tranche

Conditions”

means the conditions to the transfer of the Current Tranche set


“DEG Share Retention

Agreement”

means the share retention agreement dated 15 September 2004

between the Seller, Nordea and DEG-Deutsche Investitions-und

Entwicklungsgesellschaft mbH (and, if applicable, as

subsequently amended and novated);

“EBRD” means the European Bank for Reconstruction and Development;

“EBRD Option” means the rights and obligations of the Seller and Nordea under

each of the Seller's EBRD Option and the Nordea EBRD

Option;

“EBRD Put and Call

Option Agreement”

means the put and call option agreement between the Seller,

Nordea and EBRD, entered into on 19 April 2000 as amended

on 26 October 2001 and further amended pursuant to an EBRD

put and call option deed of novation to be entered into between

EBRD, Nordea and the Seller, relating to shares in the

Company;

"EBRD Shares" means that portion of EBRD's existing shareholding in IMB that

is the subject of any exercise under the EBRD Put and Call

Option Agreement;

“EBRD Support

Agreement”

means the support agreement dated 19 April 2000 between the

Seller, Nordea and EBRD, (and, if applicable, as subsequently

amended and novated);

"EBRD Tranche" shall have the meaning given in Recital H;

"EBRD Tranche

Conditions"

means the conditions to the transfer of the EBRD Tranche set


“Employees” means the employees of the Company;

“Encumbrance” means a mortgage, charge, pledge, lien, option, or security

interest of any kind;

“EURIBOR” means:

(a) the applicable Screen Rate; or

(b) if no Screen Rate is available, the arithmetic mean of

the rates (rounded upwards to four decimal places)

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quoted by such bank as agreed between the Parties, to

leading banks in the European interbank market;

“Existing Financing” shall have the meaning given in Clause 9.1;

“FAS” means the Federal Anti-monopoly Service of the Russian

Federation;

“Finnish Fund Share

Retention Agreement”


between the Seller, Nordea and Finnish Fund for Industrial Co-

operation Limited (and, if applicable, as subsequently amended

and novated);

“FMO Share Retention

Agreement”


between the Seller, Nordea and Nederlandse Financierings-

Maatschappij voor Ontwikkelingslanden N.V (and, if

applicable, as subsequently amended and novated);

“Group Companies” means the Company and its Subsidiaries;

“ICC” shall have the meaning given in clause 23.2;

“ICC Rules” shall have the meaning given in clause 23.2;

“IFRS” means International Financial Reporting Standards comprising

the accounting standards and interpretations issued, adopted

and/or approved by the International Accounting Standards

Board (IASB) as at the date of the auditors’ report to the 2005

Accounts and applied by the Company’s auditors in their audit

of the 2005 Accounts;

“IMB Shareholders'

Agreement”

means the shareholders' agreement dated 21 April 2005 between

the Seller, Nordea, EBRD and BCEN in respect of IMB, as

amended, restated and novated from time to time;

“Loss” shall have the meaning given in Clause 7;

“Long Stop Date” means the later of:

(a) 30 June 2007 or such other date as may be agreed for

Nordea Completion by the parties to the Nordea SPA;

or

(b) such other date as the Parties shall agree to in writing

for satisfaction of the Conditions;

“Nordea” shall have the meaning given to it in Recital B;

“Nordea Completion” means completion of the Nordea SPA;

“Nordea EBRD Option” shall have the meaning given in Recital C;

“Nordea Shares” shall have the meaning given in Recital F;

“Nordea SPA” shall have the meaning given in Recital B;

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“Nordea SPA

Termination Notice”

shall have the meaning given in Clause 4.3;

“Nordea Tranche” shall have the meaning given in Recital F;

“Nordea Tranche

Conditions”

means the conditions to the transfer of the Nordea Tranche set


“Relevant Claim” shall have the meaning given in clause 8.1(a)

“Screen Rate” means the percentage rate per annum determined by the

Banking Federation of the European Union for the relevant

period displayed at the appropriate page of the Reuters screen.

If the agreed page is replaced or service ceases to be available,

the Parties may agree another page or service displaying the

appropriate rate;

“Seller's EBRD Option” shall have the meaning set out in Recital C;

“Shares” means the Current Shares, the Nordea Shares, the BCEN

Shares, the EBRD Shares and the Capital Increase Shares to be

transferred from the Seller to the Buyer pursuant to this

Agreement;

“Subsidiaries” means all of the following subsidiaries of the Company: ZAO

IMB - Real Estate, OOO "IMB Leasing Company", ZAO

"IMB-Leasing" and Limited Liability Company "B.A. Real

Estate;

“Tax Warranties” shall have the meaning given in Clause 8.1(a);

“Title Warranties” shall have the meaning given in Clause 8.1(a);

“Tranche” means any of the Current Tranche, Nordea Tranche, BCEN

Tranche, the EBRD Tranche or Capital Increase Tranche

1.2 In this Agreement, unless otherwise specified:

(a) headings to clauses and schedules are for convenience only and do not affect the

interpretation of this Agreement;

(b) reference to Clauses, Recitals and Schedules are to clauses, recitals and schedules of this

Agreement; and

(c) a reference to any statute or statutory provision shall be construed as a reference to the same

as it may have been, or may from time to time be, amended, modified or re-enacted.

2. SALE AND PURCHASE

The Seller hereby agrees to sell the Current Tranche, the Nordea Tranche, the BCEN Tranche, the

EBRD Tranche and the Capital Increase Tranche to the Buyer free from all Encumbrances and

together with the benefit of all rights and profits attaching thereto including all rights to dividends

and other distributions declared made or payable thereon in respect of periods commencing on or

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after the Accounts Date (excluding, for the avoidance of doubt, the 2005 Dividend) and the Buyer

hereby agrees to purchase the same on and subject to the terms of this Agreement.

3. CONSIDERATION

3.1 The total consideration shall be calculated on the following basis:

(a) for the sale of the Current Tranche, the consideration shall be comprised of:

(i) Euro 655,775,062.00 in respect of the Common Shares described in Recital A;

(ii) the sum in Euro equal to the subscription price paid by the Seller in respect of any

Capital Increase Shares issued to the Seller; and

(iii) Euro 20,889,711.00 in respect of the Seller's EBRD Option (provided that

completion of the transfer of shares to Nordea and/or the Seller envisaged by any

exercise of the EBRD Put and Call Option Agreement has not occurred),

payable by the Buyer in accordance with Clause 5;

(b) for the sale of the Nordea Tranche, the consideration shall be comprised of:

(i) Euro 327,892,125.00 in respect of the Common Shares described in Recital B;

(ii) the sum in Euro equal to the subscription price paid by Nordea in respect of any

Capital Increase Shares issued to Nordea; and

(iii) Euro 10,443,289.00 in respect of the Nordea EBRD Option (provided that

completion of the transfer of shares to Nordea and/or the Seller envisaged by any

exercise of the EBRD Put and Call Option Agreement has not occurred),


(c) for the sale of the BCEN Tranche, the consideration shall be comprised of:

(i) Euro 276,807,865.00 in respect of the Current BCEN Shares; and

(ii) the sum in Euro equal to the subscription price paid by BCEN in respect of any

BCEN Capital Increase Shares,


(d) for the sale of the EBRD Tranche the consideration shall be comprised of

Euro 59,625,103.00 in respect of the EBRD Shares (in the event that completion of the

transfer of shares to Nordea and/or the Seller envisaged by any exercise of the EBRD Put

and Call Option Agreement has occurred before Completion in respect of the Current

Tranche); and

(e) for the transfer of the Capital Increase Tranche, the consideration shall be the sum in Euro

equal to the subscription price paid by the Seller in respect of any Capital Increase Shares

issued to the Seller payable by the Buyer in accordance with Clause 5.

3.2 On Completion, the Buyer shall pay to the Seller or the Sellers' nominee (without any reserve and

free of any charge) an amount equal to the applicable consideration plus interest accrued on a daily

rate equal to one month EURIBOR calculated from and including (i) in the case of the Current

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Tranche (other than the Capital Increase Shares), 26 October 2006; (ii) in the case of the Nordea

Tranche, the date of Nordea Completion; (iii) in the case of the BCEN Tranche, the date on which

the BCEN Shares were transferred to the Seller; (iv) in the case of the EBRD Tranche, the date on

which the EBRD Shares were transferred to the Seller; and (v) in the case of the Capital Increase

Shares, the date of issue of those Shares to the Seller.

4. CONDITIONS TO COMPLETION

4.1 Save as otherwise provided in this Clause 4 and in Clause 5, the obligations on the Parties under this

Agreement to proceed to the relevant Completion are conditional upon performance, satisfaction or

waiver (by the Buyer and the Seller) of the relevant Conditions on or before the Long Stop Date.

4.2 To the extent the Conditions are not performed, satisfied or waived (by the Buyer and the Seller) on

or before the Long Stop Date, provided that the Current Tranche Conditions, the Nordea Tranche

Conditions, the BCEN Tranche Conditions (where applicable), the EBRD Tranche Conditions

(where applicable) and/or the Capital Increase Tranche Conditions (where applicable) have been

performed, satisfied or waived on or by the Long Stop Date, completion of the sale and purchase of

the Current Tranche, the Nordea Tranche, the BCEN Tranche (where applicable), the EBRD

Tranche (where applicable) and/or the Capital Increase Tranche (as applicable based on the

satisfaction of the relevant Conditions) shall take place in accordance with Clause 5.3.

4.3 Notwithstanding Clause 4.2, if the Seller gives notice to the Buyer at any time that the Nordea SPA

has been terminated without Nordea Completion having occurred (the “Nordea SPA Termination

Notice”), then provided the Current Tranche Conditions, the BCEN Tranche Conditions, (where

applicable), the EBRD Tranche Conditions (where applicable) and/or the Capital Increase Tranche

Conditions (where applicable) have been performed, satisfied or waived, completion of the sale and

purchase of the Current Tranche, the BCEN Tranche (where applicable), the EBRD Tranche (where

applicable) and/or the Capital Increase Tranche (where applicable) shall take place in accordance

with Clause 5.4.

4.4 Each Party is entitled to terminate this Agreement, if (i) each and every one of the Conditions have

not been performed, satisfied or waived (by the Buyer and the Seller) on or before 31 December

2007 or (ii) there is a material adverse change in the legal, fiscal or financial conditions for

Completion in respect of the Current Tranche under this Agreement in relation to a Party. Where a

Party elects to terminate this Agreement in accordance with this Clause, all claims of the Parties

arising out of this Agreement shall, except for in respect of Clauses 1, 13, 17 and 23, lapse (any

claims arising out of the termination itself are excluded).

4.5 The Buyer and the Seller may waive, in whole or in part, and conditionally or unconditionally, any

of the Conditions other than where to do so would render the entry into, Completion or performance

of this Agreement unlawful.

4.6 Should one of the Conditions subsequently fall away, the Parties will use their best efforts to clear

such defect, should this not be possible for factual or legal reasons, the Parties will mutually agree an

appropriate arrangement which will comply with the statutory legal requirements (above all with the

legal requirements for the protection of the Seller). Further statutory claims remain unaffected.

5. COMPLETION

5.1 Subject to Clause 4 Completion shall take place in accordance with this Clause 5.

5.2 Where the parties have performed, satisfied or waived the Conditions (excluding the BCEN Tranche

Conditions and the EBRD Tranche Conditions), completion of the sale and purchase of the Current

Tranche, the Nordea Tranche, and the Capital Increase Tranche (where applicable) shall take place

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15 Business Days following the date on which all those Conditions have been performed, satisfied or

waived in accordance with the terms of this Agreement (or such earlier date as the parties agree in

writing), at the Seller's offices in Munich, Germany, or such other place as may be agreed between

the Parties.

5.3 In the event that some but not all of the Conditions are performed, satisfied or waived (by the Buyer

and the Seller) on or before the Long Stop Date pursuant to Clause 4.2, completion of the sale and

purchase of the Current Tranche, the Nordea Tranche, the BCEN Tranche (where applicable), the

EBRD Tranche (where applicable) and/or the Capital Increase Tranche (as applicable based on the

satisfaction of the relevant Conditions) shall take place 15 Business Days following the Long Stop

Date in accordance with the terms of this Agreement (or such earlier date as the parties agree in

writing), at the Seller's offices in Munich, Germany, or such other place as may be agreed between

the Parties.

5.4 Notwithstanding the provisions of Clauses 5.2 and 5.3, if the Seller issues a Nordea SPA

Termination Notice pursuant to Clause 4.3, then provided the Current Tranche Conditions, the

BCEN Tranche Conditions (where applicable), the EBRD Tranche Conditions (where applicable)

and/or the Capital Increase Tranche Conditions (where applicable) have been performed, satisfied or

waived, completion of the sale and purchase of the Current Tranche, the BCEN Tranche (where

applicable), the EBRD Tranche (where applicable) and/or the Capital Increase Tranche (as

applicable based on the satisfaction of the relevant Conditions) shall take place 15 Business Days

following the date of receipt of the Nordea SPA Termination Notice from the Seller in accordance

with the terms of this Agreement, (or such earlier date as the parties agree in writing), at the Seller's

offices in Munich, Germany, or such other place as may be agreed between the Parties.

5.5 In respect of any applicable Tranche that the Seller is unable to transfer to the Buyer pursuant to

Clause 5.2, 5.3 or 5.4, the relevant Completion in respect of such Tranche shall take place 15

Business Days following the performance, satisfaction or waiver of the relevant Conditions in

respect of such Tranche, (or such earlier date as the parties agree in writing).

5.6 At the relevant Completion,

(a) the Seller shall observe and perform the provisions of Part 1 of Schedule 2; and

(b) the Buyer shall observe and perform the provisions of Part 2 of Schedule 2.

6. WARRANTIES

6.1 The Seller warrants to the Buyer (such warranties shall be deemed repeated on the date of

Completion in respect of the Current Tranche) that:

(a) the Seller is duly incorporated and validly existing under the laws of Germany and has the

legal right and full power and authority to operate and carry on its business in its current

manner;

(b) the Accounts have been prepared on a consistent and proper basis in accordance with the

laws of the Russian Federation and IFRS (collectively the "Accounting Standards"). The

Accounts give a true and fair view, in all material respects of the financial position of the

Company as of the Accounts Date and of the results of its operations and its cash flows for

the period then ending. The Company has no liabilities, whether actual, contingent or

threatened, that, on the basis of the circumstances known at the date of preparation of the

Accounts, according to the Accounting Standards should have been disclosed or provisioned

in the Accounts and were not so disclosed or provisioned;

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(c) since the Accounts Date:

(i) no event has occurred that has caused or that may be reasonably expected to cause a

material adverse change in the financial, economic, legal or tax position of the

Company; and

(ii) other than the 2005 Dividend, no distribution of capital or income has been declared,

made or paid by or in respect of any share capital or assets of the Company,

(d) the Company has always complied with all its tax obligations and has duly and timely filed

all tax returns required to be filed by applicable laws. To the best of the Seller's knowledge,

all such tax returns were true, complete and correct in all material respects;

(e) the Company has duly and timely paid all taxes due and payable and adequate provisions for

taxes have been recorded in the Accounts in accordance with the IFRS in respect of all taxes

relating to any period prior to the Accounts Date but not yet due;

(f) there are no pending suits, claims, assessments, litigations or other administrative or court

proceeding with respect to any taxes or tax returns of the Company and no notice of claims

or deficiencies for any taxes has been served by any tax authority against the Company and

none of the above has been threatened in writing;

(g) the Company is in compliance in all material respects with all laws or regulations applicable

to its assets and operations. To the best of the Seller's knowledge the Company has not

received any notice, claim or written communication from any regulatory, judicial or

administrative authority asserting that it or any person for which it is responsible, is not in

compliance with any applicable laws or regulations and there are no outstanding

circumstances that may result, with the giving of notice or lapse of time or otherwise, in the

Company being in breach of any applicable laws or regulations;

(h) all licences and authorisations necessary to enable the Company to carry on its business in

the places and in the manner in which such business is carried on have been properly

obtained in accordance with the relevant law and all such licences and authorisations are in

full force and effect. The Company has not received any notice, claim or written

communication from a competent regulatory or administrative authority or any third party

purporting to contest or challenge the validity and effectiveness of such licenses and

authorisations and there are no outstanding circumstances that may result, with the giving of

notice or lapse of time or otherwise, in any of such licenses being contested, suspended,

revoked or annulled;

(i) the Company has satisfied its obligations towards the Employees and has complied with all

laws, collective rules, and terms and conditions of employment and has complied with all

requirements in matters of tax, social security and other contributions via-à-vis the

Employees;

(j) the Company has duly and timely complied with all the material contractual obligations by

which it is or it was bound. The Company has not received any notice, claim or written

communication from any third party claiming that the Company is or has been in breach of

any such contract and purporting to terminate the relevant contract and/or to claim damages,

indemnities or other penalties in relation thereto; there are no outstanding circumstances that

may result, with the giving of notice or lapse of time or otherwise, in the Company being in

breach of any of such contracts;

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(k) there is no action, suit, investigation, arbitration or proceeding (whether regulatory,

administrative, tax, criminal or civil) pending or threatened in writing against the Company

that could result in a payment obligation in excess of Euro 2,000,000; and

(l) the Existing Financing is on arms' length terms.

6.2 The Seller warrants to the Buyer that as at the date of this Agreement in respect of the Current

Shares (excluding any Capital Increase Shares forming part of the Current Shares) and at the date of

Completion in respect of the Current Tranche in respect of the Current Shares (including any Capital

Increase Shares forming part of the Current Shares):

(a) the Seller is the sole legal and beneficial owner of the such Shares, and is entitled to sell and

transfer to the Buyer the full legal and beneficial ownership of such Shares on the terms of

this Agreement without the consent of any third party other than those authorities referred to

in the Conditions;

(b) the Seller has the unfettered authority and right to transfer the full legal and beneficial

ownership in such Shares to the Buyer;

(c) such Shares will be transferred to the Buyer free from any Encumbrance or arrangement or

obligation to create an Encumbrance, right of pre-emption or other third party right of any

description whatsoever (for the avoidance of doubt, future transfers will be subject to all

rights of pre-emption and/or other third party rights contained in the Ancillary Documents);

and

(d) such Shares have been properly allotted and issued and are fully paid.

6.3 The Seller warrants to the Buyer at the date of the Completion in respect of the Nordea Tranche that,

in the period from the Nordea Completion to the date of Completion in respect of the Nordea

Tranche, it has not done anything or omitted to do anything that would render any of the warranties

given by Nordea in the Nordea SPA, as if they were given by the Seller mutatis mutandis, untrue.

6.4 The Seller warrants to the Buyer at the date of the Completion in respect of the BCEN Tranche that,

in the period from the date on which the BCEN Shares were transferred to it to the date of

Completion in respect of the BCEN Tranche, it has not done anything or omitted to do anything that

would render any of the warranties given by BCEN in the BCEN Put Option Agreement, as if they

were given by the Seller mutatis mutandis, untrue.

6.5 The Seller warrants to the Buyer at the date of the Completion in respect of the EBRD Tranche that,

in the period from the date on which the EBRD Shares were transferred to it to the date of

Completion in respect of the EBRD Tranche, it has not done anything or omitted to do anything that

would render any of the warranties given by EBRD in the EBRD Put and Call Option Agreement, as

if they were given by the Seller mutatis mutandis, untrue.

6.6 The Seller warrants to the Buyer on the date of the assignment of each of the Nordea SPA, the

BCEN Put Option Agreement, and the EBRD Put and Call Option Agreement (together the

Warranty Contracts and each a Warranty Contract) in accordance with the terms of this

Agreement, that:

(i) such Warranty Contract as is being assigned has been validly executed and is binding and

existing; and

(ii) the Seller's rights and obligations under the relevant Warranty Contract will, subject to its

terms, be validly transferred and assigned to the Buyer free from any Encumbrance.

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6.7 The Seller warrants to the Buyer on the date of the assignment of each Warranty Contract that the

Seller has not done anything or omitted to do anything that would form the basis of a counterclaim

or set off against a claim for a breach of warranty, or a claim under an indemnity, under that

Warranty Contract.

7. INDEMNIFICATION

The Seller hereby agrees, pursuant to the terms and subject to the conditions and limitations set out

in Clause 7 and 8, to keep the Buyer indemnified against any costs, losses, charges, claims,

liabilities, expenses or direct damages ("Loss") suffered by the Buyer or the Company as a result of

any of the warranties set out in Clause 6 above proving to be false or incomplete, provided that:

(i) in the case of Loss suffered by the Company, the Seller's liability shall only be to a

maximum percentage of such Loss as is equal to the percentage of the total number

of shares in the capital of the Company represented by the Shares (less any Nordea

Shares, the Capital Increase Tranche, BCEN Shares and EBRD Shares) actually

transferred to the Buyer pursuant to this Agreement at the time of the Relevant

Claim;

(ii) in the case of Loss suffered by the Buyer (other than in respect of Loss suffered as a

result of any of the Title Warranties or the warranty in Clause 6.7 proving to be false

or incomplete), the Seller's liability shall be reduced by a percentage equal to that

percentage of the total number of Shares actually transferred to the Buyer pursuant

to that Agreement at the time of the Relevant Claim represented by any Nordea

Shares, the Capital Increase Tranche, BCEN Shares and EBRD Shares; and

(iii) for the avoidance of doubt, the Buyer shall not be entitled to recover from the Seller

under this Agreement more than once in respect of the same Loss or more than once

in respect of a number of Relevant Claims arising out of substantially the same facts

or circumstances.

8. LIMITATIONS

8.1 The liability of the Seller under or in respect of this Agreement (including the warranties in Clause 6

and/or the indemnity in Clause 7) shall be limited as follows:-

(a) no claim under this Agreement (including in respect of the warranties or the indemnities) (a

“Relevant Claim”) may be made unless written notice of such Relevant Claim has been

given to the Seller before the date that falls 12 calendar months after the relevant

Completion in the case of the warranties in Clauses 6.1(a) – (c), and 6.1(g) – (l) inclusive

(the “Business Warranties”), the tenth anniversary of Closing in the case of the warranties

in Clauses 6.2 ,6.3, 6.4, 6.5 and 6.6 (the “Title Warranties”), six months after the date on

which the tax assessments for the relevant taxable period have become legally binding in the

case of warranties in Clauses 6.1(d) – (f) inclusive (the “Tax Warranties”), and the third

anniversary of Nordea Completion in respect of the warranty in Clause 6.7;

(b) no Relevant Claim may be made unless and until the aggregate amount of all Relevant

Claims exceeds Euro 70,000,000 (once such limit is exceeded the full amount of all such

claims can be claimed);

(c) the maximum aggregate liability of the Seller under the warranties and the indemnities shall

not exceed an amount equal to:

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(i) Euro 426,253,790 (representing 65% (sixty five per cent) of the consideration in

respect of the Common Shares described in Recital A); plus

(ii) an amount in Euros equal to 65% (sixty five per cent) of:

(A) the amount the Seller has paid for any Capital Increase Shares it has

subscribed for; and

(B) where Completion in respect of the Nordea Tranche has occurred, any

amount Nordea has paid for any Capital Increase Shares it has subscribed

for before the Nordea Completion,

provided that in each case the Seller has received all payments due from the

Purchaser to the Seller under this Agreement that relate to such Capital Increase

Shares, at the date of the Relevant Claim.

(d) the Seller shall not be liable in respect of any Relevant Claim by the Buyer under this

Agreement if such individual claim is less than Euro 2,000,000,

PROVIDED ALWAYS that the limitations set out in (b), (c) and (d) above shall not apply

with respect of a Relevant Claim in relation to the Title Warranties PROVIDED FURTHER

that the maximum aggregate liability of the Seller shall not exceed an amount equal to the

total consideration actually received by the Seller pursuant to Clause 3.

8.2 In the event that the Buyer becomes aware of a fact or circumstance which could result in the Buyer

being able to make a Relevant Claim under this Agreement (other than a Relevant Claim in respect

of the Tax Warranties), the Buyer hereby undertakes to provide written notice of such fact or

circumstance to the Seller within 90 calendar days of the Buyer becoming aware of such fact or

circumstance. In the case of a Relevant Claim in respect of the Tax Warranties the Buyer shall

provide written notice of such fact or circumstance to the Seller promptly after the Buyer becomes

aware of such fact or circumstance. The Seller shall have a period of 30 calendar days beginning on

the date of receipt of such written notice from the Buyer in which to remedy the alleged fact or

circumstance.

8.3 The Buyer shall not be able to claim for any Loss under this Agreement (including in respect of the

warranties in Clause 6 or the indemnities in Clause 7) to the extent that:

(a) there is a specific or generic reserve or fund set out in the Accounts relating to the facts or

circumstances giving rise to the Loss;

(b) the Buyer or the Company is able to recover the monies from any insurer or third party in

respect of such Loss;

(c) the Company has an attributable tax benefit not contemplated in the Accounts which it is

entitled to and can effectively enjoy as a consequence of the Loss;

(d) the Loss is lower than the total tax refunds relating to the relevant taxable period and which

are not contemplated in the Accounts;

(e) the Loss arises out of a reorganisation of the Company initiated by the Buyer or the

Company after any Completion;

(f) the Loss arises out of a material change in the tax accounting policies initiated by the Buyer

or the Company after any Completion which affects the relevant taxable period; and

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(g) the Buyer has a validly existing right to claim for such Loss against Nordea, BCEN or

EBRD.

For the avoidance of doubt, the exclusions in Clause 8.3(c) and (d) shall apply only to Relevant

Claims made in respect of the Tax Warranties.

8.4 To the extent the Company receives any tax refunds relating to any period prior to any Completion

and which, taking into account any relevant tax losses relating to such period, in aggregate exceed

Euro 25,000,000 (Net Tax Refund), the Buyer shall pay to the Seller such percentage of the full

amount of such Net Tax Refund (and not the excess only) as is equal to the percentage of the Shares

(less the Nordea Shares, the Capital Increase Tranche, the BCEN Shares and/or the EBRD Shares)

actually transferred to the Buyer (as against the total issued share capital of the Company) at the date

the relevant Net Tax Refund is received by the Company.

8.5 In case of any claim brought or threatened by a third party which exceeds Euro 2,000,000, including,

but not limited to, claims brought by tax or other governmental authorities, against the Buyer and/or

the Company, which could reasonably result in a breach of any of the Business and/or Tax

Warranties, (a "Claim") the Buyer will notify the Seller in accordance with Clause 8.2 of any such

Claim and the Buyer will upon the request of the Seller oppose, or cause the Company to oppose,

such Claim, and the Seller shall use its best efforts in assisting the Buyer or the Company in the

defence of such Claim. Subject to the provisions of this Agreement, the Seller shall bear all

reasonable attorney´s fees sustained or incurred by the Buyer or the Company in the defence of such

Claims (to the extent such fees cannot be recovered by the third party). The Buyer shall procure that

no such Claim is settled without the prior written consent of the Seller (not to be unreasonably

withheld); provided, however, that such consent shall be deemed to be given if the Seller does not

object within 20 Business Days following receipt of the Buyer´s written notification to the Seller of

its intention to settle a claim; it being understood, for the avoidance of doubt, that the Buyer shall be

free to settle any such claim without the written consent of the Seller, but shall by doing so be

deemed to waive unconditionally and irrevocably its right to make a claim for a breach of warranty

and forfeit its right to receive indemnification from the Seller pursuant to Clause 7 for such Claim

settled without the Seller's consent.

9. FINANCING AGREEMENTS

9.1 The Parties agree that any existing financing agreements or arrangements between the Seller and the

Company (other than in respect of such agreements or arrangements entered into after the date of

this Agreement) (the "Existing Financing") shall remain in place until the expiry of such Existing

Financing in accordance with the terms and conditions of such Existing Financing or unless

otherwise agreed between the Parties.

9.2 On expiry of each Existing Financing: (a) the Seller shall have the opportunity to offer to the

Company to extend the Existing Financing or to enter into a new financing agreement or

arrangement; and (b) the Buyer shall ensure, to the extent legally possible, that the Company takes

into due consideration such offer of the Seller.

10. COOPERATION AGREEMENT

The Purchaser shall, to the extent legally possible, use its best efforts to procure that the Company

keeps in place a designated function to service clients of the Company and/or of the Seller (including

the trade risk advisory and project finance functions). The Seller and the Company shall negotiate in

good faith to agree as soon as possible after Completion of the Current Tranche on a cooperation

agreement which, inter alia, contains details of the cooperation of the Seller and the Company in

relation to the services to be provided to clients of the Seller and the trade risk advisory and project

finance functions including the procurement of the Seller's customers for the Company and the

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payment of the appropriate commission fees to the Seller for such procurements. The Buyer shall, to

the extent legally possible, use its best efforts to ensure that the Company and the Seller as soon as

possible after Completion in respect of the Current Tranche reach agreement on such cooperation.

11. CONDUCT OF BUSINESS

The Seller shall, during the period prior to Completion, procure (so far as it is able) that the

Company will carry on business only in the ordinary course, save in so far as is otherwise agreed in

writing beforehand with the Buyer. Any financing agreement granted to the Company by the Seller

after signing requires the consent of the Buyer, which may not be unreasonably withheld.

12. ANCILLARY DOCUMENTS

12.1 From each Completion the Buyer shall:

(a) be entitled to such benefits of the Seller under the Ancillary Documents as relate to the

relevant Tranche; and

(b) carry out, perform and complete such of the obligations and liabilities to be discharged by

the Seller under the Ancillary Documents as relate to the relevant Tranche.

12.2 The Seller shall assign the benefit (subject to the burden) of the Ancillary Documents to the Buyer

from the date of the last Completion to occur pursuant to this Agreement (or, (i) in the case of the

Nordea SPA (including the benefit of all warranties or indemnities thereunder), the date of

Completion in respect of the Nordea Tranche, (ii) in the case of the BCEN Put Option Agreement,

the date of Completion in respect of the Current Tranche (provided that completion of the transfer of

shares to the Seller envisaged by any exercise of the BCEN Put Option Agreement has not occurred),

and (iii) in the case of the EBRD Put and Call Option Agreement, the date of Completion in respect

of the Current Tranche (provided that completion of the transfer of shares to the Seller envisaged by

any exercise of the EBRD Put and Call Option Agreement has not occurred). Insofar as the benefit

or burden of any of the Ancillary Documents cannot effectively be assigned to the Buyer except by

an agreement or novation with or consent to the assignment from the company concerned:

(a) the Seller shall at the Buyer's request use reasonable endeavours with the co-operation of the

Buyer to procure such novation or assignment;

(b) until the Ancillary Document is novated or assigned the Seller shall hold it in trust for the

Buyer absolutely and the Buyer shall (if such sub-contracting is permissible and lawful

under the Ancillary Document), as the Seller's sub-contractor, perform all the obligations of

the Seller under the Ancillary Document to be discharged after Completion and shall

indemnify the Seller against all costs in respect of any failure on the part of the Buyer to

perform those obligations; and

(c) until the Ancillary Document is novated or assigned the Seller shall (so far as it lawfully

may) give all reasonable assistance to the Buyer (at the Buyer's request and expense) to

enable the Buyer to enforce its rights under the Ancillary Document.

12.3 Subject to and from Completion in respect of the Current Tranche the Buyer shall indemnify the

Seller within ten Business Days of receipt of a written demand of the Seller and hold harmless the

Seller against all costs and Losses (including for the avoidance of doubt any liability to pay the

purchase price) in respect of the BCEN Put Option Agreement.

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13. NOTICES

Notices hereunder shall be in writing and shall be delivered either by hand or sent by first class post

to the Party due to receive them at the addresses of the Parties and the Company as set out in this

Agreement or such other addresses as may from time to time be notified to the Parties. Notices

delivered by hand shall be deemed duly given when delivered and notices sent by post shall be

deemed duly given six days after posting excluding Saturdays, Sundays and public holidays in the

countries of origin and destination.

14. SUCCESSORS

The rights and obligations of the Seller and the Buyer under this Agreement shall continue for the

benefit of, and shall be binding on, their respective successors and assigns.

15. ASSIGNMENT

The rights of the Parties shall not be assignable without the prior written consent of the other Party.

16. ENTIRE AGREEMENT AND FURTHER ASSURANCE

16.1 This Agreement contains the whole agreement between the Parties relating to the subject matter of

this Agreement at the date hereof to the exclusion of any terms implied by law which may be

excluded by contract and supersedes any previous written or oral agreement between the Parties in

relation to the matters dealt with in this Agreement.

16.2 The Buyer acknowledges that it has not been induced to enter into this Agreement by any

representation, warranty or undertaking not expressly incorporated into it.

16.3 So far as is permitted by law and except in the case of fraud, each Party agrees and acknowledges

that its only right and remedy in relation to any representation, warranty or undertaking made or

given in connection with this Agreement shall be for breach of the terms of this Agreement to the

exclusion of all other rights and remedies (including those in tort or arising under statute).

16.4 At any time after the date of this Agreement, the Seller shall and shall use its best endeavours to

procure that any necessary third party shall execute such documents and do such acts and things as

the Buyer may reasonably require for the purposes of giving to the Buyer the full benefit of all the

provisions of this Agreement.

17. COSTS AND EXPENSES

Each Party shall bear its own costs and expenses in relation to the preparation, execution and

carrying into effect of this Agreement and the documents referred to herein (including any costs and

expenses relating to the external advisors engaged by a Party).

18. THIRD PARTY RIGHTS

Nothing in this Agreement is intended to confer on any person any right to enforce any term of this

Agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act

1999.

19. SEVERANCE

If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable in any

respect, such provision shall be deemed to be severed from this Agreement but the validity, legality

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and enforceability of the remaining provisions of this Agreement shall not be affected or impaired

thereby.

20. VARIATION

No variation of this Agreement shall be effective unless made in writing and signed by or on behalf

of all the Parties.

21. REMEDIES AND WAIVERS

21.1 No delay or omission by either Party in exercising any right, power or remedy provided by law or

under this Agreement or any other documents referred to in it shall:

(a) affect that right, power or remedy; or

(b) operate as a waiver thereof.

21.2 The single or partial exercise of any right, power or remedy provided by law or under this

Agreement shall not preclude any other or further exercise thereof or the exercise of any other right,

power or remedy.

21.3 Except as otherwise provided in this Agreement, the rights, powers and remedies provided in this

Agreement are exclusive of any rights, powers and remedies otherwise provided by law.

22. COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of which taken together, shall

constitute one and the same agreement, and any Party (including any duly authorised representative

of a Party) may enter into this Agreement by executing a counterpart.

23. GOVERNING LAW

23.1 This Agreement shall be governed in all respects by English law except with respect to the actions

necessary to effect the actual transfer of shares which shall be undertaken in accordance with the

laws of the Russian Federation.

23.2 The Parties hereto irrevocably agree that any disputes which may arise out of, or in connection with,

this Agreement and its interpretation shall be finally settled by arbitration in London (England) in

accordance with the “Rules of Arbitration” (the “ICC Rules”) of the International Chamber of

Commerce (the “ICC”). The arbitration shall be heard by three arbitrators appointed in accordance

with the ICC Rules.

23.3 All submissions and awards in relation to arbitration under this Agreement shall be made in English

and all arbitration proceedings and all pleadings shall be in English. Original documents may be

submitted as evidence in their original language. Witnesses not fluent in English may give evidence

in their native tongue (with an appropriate translation). Original documents in a language other than

English shall be submitted as evidence in English translation accompanied by the original or

certified copy thereof.

AS WITNESS this Agreement has been signed by the Parties (or their duly authorised representatives) on

the date stated at the beginning of this Agreement.

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SCHEDULE 1

CONDITIONS

PART 1

CURRENT TRANCHE CONDITIONS

1. The obtaining of the following consents:

(a) approval of the CBRF for the Buyer to acquire the Current Tranche;

(b) approval of the FAS for the Buyer to acquire the Current Tranche; and

(c) approval of the AFMA for the Buyer to acquire the Current Tranche.

2. The approvals, waivers and consents which may be required from the IMB shareholders and the

Company under the IMB Shareholders' Agreement and the Company's constitutional documents for

the acquisition by the Buyer of the Current Tranche, having been obtained or (as may be agreed in

writing by the Seller and the Buyer) ceasing to be required; including, but not limited to, the waiver

by EBRD and BCEN (and Nordea, if applicable) of their respective pre-emption rights in respect of

the transfer of the Current Tranche.

3. Consent of the shareholders' meeting of Bayerische Hypo-und Vereinsbank AG, Munich.

4. That in the best judgement of the management board of the Seller, on the basis of a legal opinion

rendered by outside counsel, the consenting resolution pursuant to the preceding paragraph is free

from defects which prevent Completion of the sale of the Current Tranche pursuant to this

Agreement.

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PART 2

NORDEA TRANCHE CONDITIONS

1. Completion in respect of the Current Tranche having occurred or occurring at the same time as

Completion in respect of the Nordea Tranche.

2. The Nordea Completion having occurred.


(a) approval of the CBRF for the Buyer to acquire the Nordea Tranche;

(b) approval of the FAS for the Buyer to acquire the Nordea Tranche; and

(c) approval of the AFMA for the Buyer to acquire the Nordea Tranche.



the acquisition by the Buyer of the Nordea Tranche, having been obtained or (as may be agreed in


by EBRD and BCEN of their respective pre-emption rights in respect of the transfer of the Nordea

Tranche.




from defects which prevent Completion of the sale of the Nordea Tranche pursuant to this

Agreement.

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PART 3

CAPITAL INCREASE TRANCHE CONDITIONS


Completion in respect of the Capital Increase Tranche.

2. The Capital Increase Shares having been issued.


(a) approval of the CBRF for the Buyer to acquire the Capital Increase Tranche;

(b) approval of the FAS for the Buyer to acquire the Capital Increase Tranche; and

(c) approval of the AFMA for the Buyer to acquire the Capital Increase Tranche.



the acquisition by the Buyer of the Capital Increase Tranche, having been obtained or (as may be

agreed in writing by the Seller and the Buyer) ceasing to be required; including, but not limited to,

the waiver by EBRD and BCEN (and Nordea, if applicable) of their respective pre-emption rights in

respect of the transfer of the Capital Increase Tranche.




from defects which prevent Completion of the sale of the Capital Increase Tranche pursuant to this

Agreement.

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PART 4

BCEN TRANCHE CONDITIONS


Completion in respect of the BCEN Tranche.

2. BCEN having exercised its rights to transfer the BCEN Shares to the Seller and the transfer to the

Seller envisaged by such exercise has been completed prior to Completion in respect of the Current

Tranche (and transfer of the BCEN Put Option Agreement).


(a) approval of the CBRF for the Buyer to acquire the BCEN Tranche;

(b) approval of the FAS for the Buyer to acquire the BCEN Tranche; and

(c) approval of the AFMA for the Buyer to acquire the BCEN Tranche.



the acquisition by the Buyer of the BCEN Tranche, having been obtained or (as may be agreed in


by EBRD and BCEN (and Nordea, if applicable) of their respective pre-emption rights in respect of

the transfer of the BCEN Tranche.




from defects which prevent Completion of the sale of the BCEN Tranche pursuant to this

Agreement.

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PART 5

EBRD TRANCHE CONDITIONS


Completion in respect of the EBRD Tranche.

2. EBRD having exercised its rights to transfer the EBRD Shares to the Seller and the transfer to the

Seller envisaged by such exercise has been completed prior to Completion in respect of the Current

Tranche (and transfer of the EBRD Put Option Agreement).


(a) approval of the CBRF for the Buyer to acquire the EBRD Tranche;

(b) approval of the FAS for the Buyer to acquire the EBRD Tranche; and

(c) approval of the AFMA for the Buyer to acquire the EBRD Tranche.



the acquisition by the Buyer of the BCEN Tranche, having been obtained or (as may be agreed in


by BCEN and EBRD (and Nordea, if applicable) of their respective pre-emption rights in respect of

the transfer of the EBRD Tranche.




from defects which prevent Completion of the sale of the EBRD Tranche pursuant to this

Agreement.

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SCHEDULE 2

COMPLETION MECHANICS

PART 1

SELLER'S OBLIGATIONS

At each Completion the Seller shall procure, so far as it is able, the delivery to the Buyer of:

(a) duly executed transfer order instructing the Company to transfer the Shares from the Seller's

personal account in the shareholders' register of the Company to the personal account of the Buyer or

its nominee;

(b) extract from the shareholders register of the Company confirming that the Shares have been

transferred to the Buyer (subject to the Buyer complying with its obligation in Part 2(b) of this

Schedule 2 to procure that the Company immediately registers the transfer of the Shares to the Buyer

in the shareholders' register of the Company);

(c) a copy of the Sellers shareholder resolution approving the sale of the relevant Tranche; and

(d) evidence that the relevant Conditions have been performed, satisfied or waived.

PART 2

BUYER'S OBLIGATIONS

At each Completion the Buyer shall:

(a) open a personal securities account in the shareholders register of the Company,

and, subject to the Seller having done or procured to be done those things set out in Part 1 of this Schedule 2;

(b) make a payment to the Seller of the total consideration in Euro by electronic transfer in immediately

available cleared funds to the Seller as specified in Clause 3 to the following bank account [IBAN:

DE12 7002 0270 0415021312 SWIFT: HYVED EMMXXX], or such other account as the Seller

notifies to the Buyer not less than 2 Business Days prior to Completion; and

(c) procure that the Company immediately registers the transfer of the Shares to the Buyer in the

shareholders' register of the Company.

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Signed by Wolfgang Sprißler and Heinz Laber ……………………………….

for and on behalf of Authorised Signatory

BAYERISCHE HYPO-UND VEREINSBANK AG

Signed by Johann Strobl and Erich Hampel

for and on behalf of

BANK AUSTRIA CREDITANSTALT AG ……………………………….

Authorised Signatory

SHARE PURCHASE AGREEMENT -...

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